Corporate governance has come to prominence in recent years because of the perceived political importance of issues such as executive pay and apparent accounting scandals. As might be expected in this frenzied climate, politicians have reacted. US politicians reacted with particular speed through the passing of the Sarbanes-Oxley Act.
Dr Elaine Sternberg brings some sobriety and clear thinking to the debate in this new and fully revised edition of Corporate Governance: Accountability in the Marketplace, lucidly defining the purposes of corporate governance and analysing different models of corporate regulation. The Anglo- American model allows corporations to fulfil their corporate purposes more effectively than the stakeholder or the German/Japanese models. Given that problems of executive pay, accounting scandals and so on result in corporations not achieving their proper purposes, Sternberg finds that a change in the regulatory model cannot be the answer. Instead, she proposes that we should look at the ways in which regulation prevents the Anglo-American model from working in practice as effectively as it should in theory. Sternberg shows how a genuine ‘market’ in corporate governance could be created so that firms had to compete for funds, with their mode of governance being one of the attractions to potential shareholders.
‘A rigorous philosophical argument that should be read by all interested in corporate governance.’ Corporate Governance: an International Review